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thousands US$ |
thousands US$ |
thousands December |
31, 2021 5,859 643 332 6,834 Asset |
Additions - 5 117 122 Asset |
Depreciation ( 159 ) - ( 25 ) ( 184 ) Asset |
Disposals for Self-Consumption - ( 13 ) - ( 13 ) March |
31, 2022 5,700 635 424 6,759 12 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity The |
Company’s shareholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase |
the number of shares of common stock, par value $ 0.01 , that the Company is authorized to issue from 400,000,000 shares to 800,000,000 shares, effective June 9, 2021. A. |
2011 Equity Incentive Stock Option Plan During |
the three months ended March 31, 2022, the Company did not grant any options from the 2011 Equity Incentive Plan for employees, directors |
and consultants. During |
the three months ended March 31, 2021, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors |
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 600,000 shares of Common Stock to six senior officers and three staff members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2031. The fair value of the options at the date of grant amounted to approximately $ 456,000 . ii. Options to purchase 75,000 shares of Common Stock were granted to one senior officer at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 6, 2031. The fair value of the options at the date of grant amounted to approximately $ 68,000 . B. |
2011 Non-Employee Directors Stock Option Plan During |
the three months ended March 31, 2022, the Company did not grant any qualified (market value) options from the 2011 Non-Employee Directors |
Stock Option Plan to its directors. During |
the three months ended March 31, 2021, the Company granted the following qualified (market value) and non-qualified options from the 2011 |
Non-Employee Directors Stock Option Plan for directors to purchase shares of common stock as non-cash compensati i. Options to purchase 350,000 shares of Common Stock to seven board members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 252,000 . ii. Options to purchase 50,000 shares of Common Stock were granted to one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 45,000 . C. |
2021 Omnibus Incentive Stock Option Plan Effective |
June 9, 2021, the Company’s shareholders authorized the adoption of the Zion Oil & Gas, Inc. 2021 Omnibus Incentive Stock Option |
Plan (“Omnibus Plan”) for employees, directors and consultants, initially reserving for issuance thereunder 38,000,000 shares |
of common stock. The |
Omnibus Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, |
bonus stock, awards in lieu of cash obligations, other stock-based awards and performance units. The plan also permits cash payments |
under certain conditions. 13 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) The |
compensation committee of the Board of Directors (comprised of independent directors) is responsible for determining the type of award, |
when and to whom awards are granted, the number of shares and the terms of the awards and exercise prices. The options are exercisable |
for a period not to exceed ten years from the date of grant. During |
the three months ended March 31, 2022, the Company granted the following options from the 2021 Equity Omnibus Plan for employees, directors |
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 175,000 shares of Common Stock to six senior officers and one staff member at an exercise price of $ 0.1529 per share. The options vested upon grant and are exercisable through January 4, 2032. The fair value of the options at the date of grant amounted to approximately $ 22,000 . ii. Options to purchase 25,000 shares of Common Stock to one senior officer at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 4, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $4,000. iii. Options to purchase 300,000 shares of Common Stock to one senior officer and one staff member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 39,000 . iv. Options to purchase 200,000 shares of Common Stock one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 29,000 . v. Options to purchase 1,600,000 shares of Common Stock to five senior officers and four staff members at an exercise price of $ 0.1529 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 209,000 , and will be recognized during the years 2022 and 2023. vi. Options to purchase 1,400,000 shares of Common Stock to seven board members, at an exercise price of $ 0.1529 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 182,000 , and will be recognized during the years 2022 and 2023. vii. Options to purchase 160,000 shares of Common Stock to four staff members, at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 17, 2032 . These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 23,000 . viii. Options to purchase 200,000 shares of Common Stock to six staff members at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 26,000 , and will be recognized during the years 2022 and 2023. ix. Options to purchase 40,000 shares of Common Stock to two consultants at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 5,000 , and will be recognized during the years 2022 and 2023. During |
the three months ended March 31, 2021, the Company did not grant any options from the 2021 Equity Omnibus Plan for employees, directors |
and consultants (as the Plan was not in existence during that period). 14 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) D. |
Stock Options The |
stock option transactions since January 1, 2022 are shown in the table be Number |
of shares Weighted Average exercise price US$ Outstanding, |
December 31, 2021 9,741,750 0.64 Changes |
during 2022 t Granted |
to employees, officers, directors and others 4,100,000 0.13 Expired/Cancelled/Forfeited - - Exercised ( 50,000 ) 0.01 Outstanding, |
March 31, 2022 13,791,750 0.49 Exercisable, |
March 31, 2022 10,551,750 0.60 15 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) The |
following table summarizes information about stock options outstanding as of March 31, 2022: Shares |
underlying outstanding options (non-vested) Shares |
underlying outstanding options (fully vested) Range |
of exercise price Number outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price Range |
of exercise price Number Outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price US$ US$ US$ US$ 0.14 240,000 9.81 0.14 0.01 10,000 1.62 0.01 0.15 3,000,000 9.77 0.15 0.01 5,000 2.20 0.01 — — — — 0.01 20,000 4.17 0.01 — — — — 0.01 130,000 4.75 0.01 — — — — 0.01 50,000 4.76 0.01 — — — — 0.01 60,000 5.04 0.01 — — — — 0.01 200,000 5.13 0.01 — — — — 0.01 40,000 5.50 0.01 — — — — 0.01 85,000 5.75 0.01 — — — — 0.01 25,000 5.76 0.01 — — — — 0.01 30,000 5.91 0.01 — — — — 0.01 4,000 6.01 0.01 — — — — 0.01 25,000 6.77 0.01 — — — — 0.01 85,000 7.46 0.01 — — — — 0.01 205,000 7.63 0.01 — — — — 0.01 35,000 7.76 0.01 — — — — 0.01 75,000 8.76 0.01 — — — — 0.01 200,000 9.14 0.01 — — — — 0.01 355,000 9.29 0.01 — — — — 0.01 10,000 9.42 0.01 — — — — 0.01 500,000 9.76 0.01 — — — — 0.01 110,000 9.80 0.01 — — — — 0.15 200,000 9.76 0.15 — — — — 0.16 340,000 7.69 0.16 — — — — 0.16 75,000 3.69 0.16 — — — — 0.18 25,000 3.67 0.18 — — — — 0.25 50,000 9.42 0.25 — — — — 0.25 363,000 9.42 0.25 — — — — 0.28 25,000 3.42 0.28 — — — — 0.28 25,000 7.42 0.28 — — — — 0.29 25,000 5.20 0.29 — — — — 0.39 1,510,000 9.27 0.39 — — — — 0.59 1,400,000 5.13 0.59 — — — — 0.59 1,800,000 9.14 0.59 — — — — 0.92 350,000 4.76 0.92 — — — — 0.92 600,000 8.76 0.92 — — — — 1.33 25,000 1.07 1.33 — — — — 1.38 105,307 2.76 1.38 — — — — 1.55 200,000 0.18 1.55 — — — — 1.67 405,943 2.51 1.67 — — — — 1.70 218,500 0.72 1.70 — — — — 1.75 250,000 1.27 1.75 — — — — 1.78 25,000 2.43 1.78 — — — — 2.31 250,000 1.76 2.31 — — — — 4.15 25,000 2.26 4.15 0.14 - 0.15 3,240,000 0.15 0.01 - 4.15 10,551,750 0.60 16 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) Granted |
to employees The |
following table sets forth information about the weighted-average fair value of options granted to employees and directors during the |
year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For the three months ended March 31, 2022 2021 Weighted-average |
fair value of underlying stock at grant date $ 0.15 $ 0.92 Dividend |
yields — — Expected |
volatility 127 %- 133 % 121 %- 143 % Risk-free |
interest rates 1.37 %- 1.55 % 0.16 %- 0.38 % Expected |
lives (in years) 5.00 - 5.50 3.00 - 5.00 Weighted-average |
grant date fair value $ 0.13 $ 0.77 Granted |
to non-employees The |
following table sets forth information about the weighted-average fair value of options granted to non-employees during the year, using |
the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For |
the three months ended March 31, 2022 2021 Weighted-average |
fair value of underlying stock at grant date $ 0.15 $ — Dividend |
yields — — Expected |
volatility 103 % — Risk-free |
interest rates 1.78 % — Expected |
lives (in years) 10 — Weighted-average |
grant date fair value $ 0.14 $ — The |
risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected |
life of the options. The |
expected life represents the weighted average period of time that options granted are expected to be outstanding. The expected life of |
the options granted to employees and directors is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin |
No. 110 (“SAB 110”), giving consideration to the contractual term of the options and their vesting schedules, |
as the Company does not have sufficient historical exercise data at this time. The expected life of the option granted to non-employees |
equals their contractual term. In the case of an extension of the option life, the calculation was made on the basis of the extended |
life. 17 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) E. |
Compensation Cost for Warrant and Option Issuances The |
following table sets forth information about the compensation cost of warrant and option issuances recognized for employees and directo For |
the three months ended March 31, 2022 2021 US$ |
thousands US$ |
thousands 214 821 The |
following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employe For |
the three months ended March 31, 2022 2021 US$ |
thousands US$ |
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